CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH [***]. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF DISCLOSED.
AMENDMENT NO. 1 TO AMENDED AND RESTATED LICENSE AGREEMENT
This Amendment No. 1 to Amended and Restated License Agreement (collectively with exhibits and appendices hereto, the Amendment) is entered into on June 30th, 2015 (Execution Date) by and between the Technion Research and Development Foundation Ltd. having a place of business at Senate house, Technion City, Haifa Israel (Licensor), acting on behalf of itself and the Technion- Israel Institute of Technology, and Applied Immune Technology Ltd., a company organized under the laws of the State of Israel and having a place of business at Gutwirth Industrial Park, Technion City, Haifa 32000 Israel (Company).
WHEREAS, Licensor is the wholly-owned subsidiary of Technion Israel Institute of Technology (the Technion) and serves as its technology licensing arm; and
WHEREAS, the parties entered into an Amended and Restated License Agreement dated as of May 21, 2014 (the License Agreement); and
WHEREAS, the Parties have agreed to amend the License Agreement to clarify that TCRL compounds directed to a peptide that is presented by [***] within the scope of the technology licensed to Company under the License Agreement; and
WHEREAS, notwithstanding the foregoing, the parties have agreed that the Existing Patents (as defined below) are expressly excluded from the scope of the license and AIT shall have no right or interest therein; and
WHEREAS, Company wishes to fund research in the field of [***] in the laboratory of [***] (Researcher) at the Technion on the terms and subject to the conditions set forth below.
NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:
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Amendment to License Agreement. Effective as of March 1, 2005, the definitions of TCRL and TCRL Compound in the License Agreement shall be deleted and replaced by the following:
TCRL means any biological or non-biological binding moiety [***].
TCRL Compound means a specific compound comprising a biological or non-biological binding moiety [***].
For clarity, except as otherwise set forth in this Amendment, references in the Agreement to MHC shall be deemed to relate to both [***] as appropriate. For clarity, notwithstanding the terms of this Amendment or anything to the contrary set forth in the License Agreement, the patent applications listed in Exhibit A to this Amendment (Existing [***]), which, to TRDFs knowledge, are the sole patent applications filed in the name of the Researcher or Technion as of the date hereof relating to [***] complexes recognized by T-cells, are expressly excluded from the scope of the licenses granted AIT under the License Agreement, are expressly excluded from the definition of Licensed Patent Rights under the License Agreement, and AIT shall have no right or interest therein.